UNITED KINGDOM. COMPANIES ACT 1985, PART L, FORMATION AND REGISTRATION OF COMPANIES; JURIDICAL STATUS AND MEMBERSHIP CHAPTER L. COMPANY FORMATION ‘Memorandum Of Asso 1. Mode of forming incorporated company 2. Requirements with respect to memorunduan 3. Forms of memorandum 3A, Statement of company’s objects; general commercial company 4. Resolution to alter objects 5, Procedure for objecting to alteration 6. Provisions for supplementing sections 4, 5 Articles OF Association 7. Articles preseribing regulations for companies 8. Tables A, C, Dand E 8A. Table. 9, Alteration of articles by special resolution Registration And Its Consequences 10, Documents tobe sent to registrar 11. Minimum authorized capital (public companies) 12. Duty of registrar 13. Bfect of registration 1M. Effect of memorandum and atieles 15, Memorandam and articles of company limited by guarantee 16. Effect of alteration on company’s members 17, Conditions in memorandum which could have been in articles 18, Amendments of memorandum or aticles to be registered 19, Copies of memorandum and articles to be given to members 20, Issued copy of memorandum to embody altratio 21. Registered documentation of Welsh companies ‘A Company's Membership 22. Definition of "member" 23. Membership of holding company 24. Minimum membership for carrying on business (CHAPTER IL COMPANY NAMES 25. Name as stated in memorandum 26, Prohibition on registration of certain names 27, Alternatives of latutory designations 28. Change of name 29. Regulations about names 30. Exemption ftom requirement of "limited" as pat of the name 31. Provisions applying to company exempt under Section 30 32. Power to require company to abandon misleading name 33. Prohibition on trading under misleading name 34. Penalty for improper use of “limited” or "eyfyngedtig" CHAPTER IIL, A COMPANY'S CAPACITY ?ORMALITIES OF CARRYING ON BUSINESS 35. A company’s capacity not limited by its memorandum 35A. Power of directors to bind the company 35B. No duty to inquire as to capacity of company or authority of directors 36. Form of company contracts: England and Wales 36A. Execution of documents: England and Wales 368. Execution of documents by companies '36C. Pre-incorporation contracts deeds and obligations 37. Bills of exchange and promissory notes 38. Execution of dees abroad 39, Power to have official sel for use abroad40. Offical seal for share certificates ete 4. Authentication of documents 42. Events affecting a company’s status PART IL RE-REGISTRATION AS A MEANS OF ALTERING A COMPANY'S STATUS Private Company Becoming Public 43, Re-egistration of private company a public 44. Consideration for shares recently allotted tobe valued 45. Additional requitements relating to share capital 46. Meaning of "unqualified" auditors’ report in section 433) 47. Certticate of re-registration under section 43, 48. Modification for unlimited company re-registering Limited Company Becoming Unlimited 49, Re-egistration of limited company as unlimited 50. Certificate of re-registration under section 49 1 Becoming Limited 51. Re-registration of unlimited company as limited 52. Certificate of re-registration under section 51 Public Company Becoming Private 53. Resegistration of public company as private 54. Litigated objection to resolution under section 33, ‘55. Cetiticate of re-registration under section 33, PART IIL CAPITAL ISSUES 56,-579, Repeated PART IV. ALLOTMENT OF SHARES AND DEBENTURES General Provisions As To Allotment 80. Authority of eompany required for certain allotments 880A. Election by private company as to duration of authority 81. Restrietion on public offers by private company 82. Application for, ad allotment of, shares and debentures 83. Noallotment unless minimum subseription received 84. Allotment where issue not fully subseribed 85. Effect of iregular allotment 86, Allotment of shares, et. to be dealt in on stock exchange 87. Operation of seation 86 where prospectus offers shares forsale 88. Retum as to allotments, ee Pre-Emption Rights ‘89. Offers to shareholders to be on pre-emptive basis 90, Communication of pre-emption ofler to shareholders 91. Exclusion of sections 89, 90 by private company 92. Consequences of contravening sections 89, 90 93. Saving for other restrictions as to offers 94, Definitions of sections 89-96 95. Disapplication of pre-emption rights 96, Saving for company’s pre-emption procedure operative before 1982 ‘Commissions And Discounts 97, Power of company to pay commissions 98. Apart from section 97, commissions and discounts barred Amount To Be Paid For Shares; The Means Of Payment ‘99. General rules as to payment for shares on allotment 100, Prohibition on allotment of shares ata discount 101, Shares tobe allotted as atleast one-quarter paid-up 102. Restretion on payment by long-term undertaking,103, Non-cash consideration to be valued before allotment 104, Transfer to public company of non-cash asset in initial period 105. Agreements contravening section 104 106, Shares issued to subseribers of memorandum 107, Meaning of "the appropriate rate" ‘Valuation Provisions 108. Valuation and report (section 103) 109, Valuation and report (section 104) 110. Entitlement of valuer to fll disclosure 111, Matters to be communicated to registrar Other Matters Arising Out OF Allotment & Ete. IIIA. Right to damages, ete. not alfected 112. Liability of subsequent holders of shares allotted 113. Reliefin respect of certain liabilities under ss 99 1 114, Penalty for contravention. 115. Undertakings to do work, ete 116, Extended operation of certain provisions applying to public companies PART V. SHARE CAPITAL, ITS INCREASE, MAINTENANCE AND REDUCTION (CHAPTER I. GENERAL PROVISIONS ABOUT SHARE CAPITAL, 117. Public company share capital requirements 118, The authorized minimum, 119. Provision fr different amounts tobe paid on shares 120, Reserve liability of limited company 12], Alteration of share capital (limited companies) 122, Notice to registrar of alteration 123, Notice to registrar of increased share capital 124, Reserve capital of unlimited company (CHAPTER IL. CLASS RIGHTS 125, Variation of lass rights 126, Saving for eour'’s powers under other provisions 127, Shareholders righ to object to variation 128. Registration of particulars of special rights 129, Registration of newly created class rights, (CHAPTER IIL, SHARE PREMIUMS 130, Application of share premiums 11, Merger relief 132, Reliein respect of group reconstructions ions supplementing sections 131, 132 ion for extending or restricting rele from section 130 (CHAPTER IV. REDUCTION OF SHARE CAPITAL 135, Special resolution for reduction of share capital 136. Application to cour for order of confirmation 137, Court order confirming reduction 138, Registration of order and minute of reduetion 139, Public company'redueing capital below authorized minimum 140, Liability of members on rediced shares 141. Penalty for concealing name of creditor, et. (CHAPTER V. MAINTENANCE OF CAPITAL 142. Duty of directors on serous loss of capital 143. General rule against company acquiring own shares 144, Acquisition of shares by company’s nominee 145, Exceptions from section 144 146, Treatment of shares held by or for public company M7 Matters arising out of compliance with section 145(2) 148. Further provisions supplementing sections 146, 147 149, Sanetions for non-compliance